Rani Therapeutics Announces Oversubscribed $60.3 Million Private Placement Priced At-the-Market under Nasdaq Rules

Rhea-AI Summary

Rani Therapeutics (Nasdaq: RANI) priced an oversubscribed private placement expected to raise approximately $60.3 million in gross proceeds, with closing targeted on or about October 21, 2025. The financing includes 42,633,337 shares at $0.48 each and pre-funded warrants for up to 82,366,667 shares at $0.4799 each, plus accompanying warrants to purchase up to 125,000,004 shares exercisable upon stockholder approval.

The company said net proceeds, together with a $10.0 million upfront payment and an expected $18.0 million technology-transfer milestone from a Chugai collaboration, are expected to fund operations into 2028. Samsara and Anomaly will each gain the right to designate a board member; Avenue converted $6.0 million of debt into equity as part of the transaction.

Positive

• $60.3M gross proceeds expected from the private placement
• Combined financing plus $10M upfront and $18M milestone funds operations into 2028
• $6M debt conversion reduces outstanding debt obligations
• Samsara and Anomaly obtain rights to designate one board member each

Negative

• Immediate issuance of 42,633,337 shares and pre-funded warrants for 82,366,667 shares causing dilution
• Accompanying Warrants could increase outstanding shares by up to 125,000,004 upon exercise
• Exercise of Warrants requires stockholder approval, adding execution risk to future funding

Insights

Capital Markets Analyst

Oversubscribed at‑the‑market financing and strategic collaboration extend runway and reduce debt.

The company secured gross proceeds of approximately $60.3 million via an at‑the‑market private placement priced at $0.48 per share plus pre‑funded warrants, led by Samsara BioCapital with participation from multiple institutional investors and the executive chairman. The deal includes conversion of $6 million of debt into equity, reducing outstanding leverage and aligning new capital with near‑term operational needs.

Key dependencies and risks include the requirement for stockholder approval to exercise the accompanying Warrants and customary closing conditions ahead of the expected October 21, 2025 close, which could delay or limit cash access. The company states net proceeds plus a $10.0 million upfront payment and an expected $18.0 million technology transfer milestone from a collaboration with Chugai will fund operations into 2028; investors should watch completion of the closing, stockholder vote timing, and receipt of the Chugai milestone within that horizon.

Corporate Strategy Analyst

Financing plus Chugai collaboration strengthens balance sheet and supports RaniPill® development through 2028.

The transaction issues 42,633,337 shares and pre‑funded warrants that can convert up to 82,366,667 shares, and includes warrants exercisable only after shareholder approval, preserving immediate dilution control. Lead investor rights to designate board members (one each for Samsara and Anomaly) shift governance composition modestly and signal active investor involvement.

Dependencies to monitor are the shareholder approval timeline for warrant exercise, the actual realization of the $18.0 million technology transfer milestone from the Chugai collaboration, and filing of the resale registration statement required by the registration rights agreement; these items determine whether the stated runway into 2028 materializes. Expect updates around the closing date and any subsequent registration statement filings within weeks after closing.

• Financing led by Samsara BioCapital, L.P. (“Samsara”) with participation from additional investors, including RA Capital Management, Anomaly, Special Situations Funds, Invus and Mr. Mir Imran
• At the closing of the financing, each of Samsara and Anomaly will have the right to designate one member of the Company’s board of directors

SAN JOSE, Calif., Oct. 17, 2025 (GLOBE NEWSWIRE) -- Rani Therapeutics Holdings, Inc. (“Rani Therapeutics” or “Rani”) (Nasdaq: RANI), a clinical-stage biotherapeutics company focused on the oral delivery of biologics and drugs, today announced that it has entered into a securities purchase agreement with certain institutional and accredited investors, with participation by Mir Imran, the Company’s executive chairman, to purchase shares of its Class A common stock (or pre-funded warrants in lieu thereof), and accompanying warrants to purchase Class A common stock (or pre-funded warrants in lieu thereof) (the “Warrants”) that is expected to result in gross proceeds of approximately $60.3 million, before deducting placement agent fees and other offering expenses. The private placement is expected to close on or about October 21, 2025, subject to the satisfaction of customary closing conditions. The private placement of the shares of Class A common stock (or pre-funded warrants in lieu thereof) was priced "at-the-market" under the rules and regulations of The Nasdaq Stock Market LLC. The accompanying Warrants will only be exercised upon receipt of stockholder approval.

H.C. Wainwright & Co. is acting as the lead placement agent for the private placement. Maxim Group LLC is acting as co-placement agent for the private placement.

The net proceeds from the oversubscribed private placement (but excluding any proceeds from the exercise of the Warrants), together with an initial upfront payment of $10.0 million and the expected technology transfer milestone of $18.0 million from the Collaboration and License Agreement with Chugai Pharmaceuticals Co. Ltd., which was separately announced today, are expected to fund the Company’s operations into 2028. The Company intends to use the net proceeds from the private placement to support the continued advancement of the Company’s pipeline using the RaniPill® platform.

“We are pleased to have priced this additional financing from leading biotech investors, which we believe reflects growing confidence in our strategy. Upon completion, this transaction would meaningfully strengthen our balance sheet and extend our cash runway into 2028, positioning us to advance our RaniPill® platform with clarity, focus, and momentum,” said Talat Imran, Chief Executive Officer of Rani Therapeutics. “Together, this financing and our strategic partnership with Chugai Pharmaceuticals Co. Ltd. mark a pivotal moment for Rani. By combining our innovative oral delivery technology with Chugai’s world-class expertise in antibody development and commercialization, we are uniquely positioned to develop a transformative oral therapy that could redefine the treatment landscape for rare diseases globally.”

Private Placement

Pursuant to the terms of the securities purchase agreement, at the closing of the private placement, Rani Therapeutics will issue to the investors an aggregate of 42,633,337 shares of Class A common stock at a purchase price of $0.48 per share and pre-funded warrants to purchase up to 82,366,667 shares of Class A common stock at a purchase price $0.4799 per pre-funded warrant. The pre-funded warrants will have an exercise price of $0.0001 per share and will be immediately exercisable. Each share of Class A common stock and each pre-funded warrant is accompanied by a Class A common stock purchase warrant to purchase one share of common stock (or pre-funded warrant in lieu thereof). The accompanying Warrants to purchase up to 125,000,004 shares of Class A common stock (or pre-funded warrants in lieu thereof) will have an exercise price of $0.48 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Warrants. The Warrants will expire five years following the initial exercise date.

The private placement was led by a new investor Samsara and included a combination of other new and existing stakeholders, including RA Capital Management, Anomaly, Special Situations Funds, Invus and Mr. Imran, the Company’s executive chairman. Mr. Imran purchased the securities at a combined purchase price of $0.605 per share and accompanying Warrant, which reflects the consolidated closing bid price of our Class A common stock on October 16, 2025, plus $0.125 per Warrant. The exercise price of the Warrants purchased by Mr. Imran is $0.48 per share, which reflects the consolidated closing bid price of the Class A common stock on October 16, 2025.

At the closing of the financing, each of Samsara and Anomaly will have the right to designate one member of the Company’s board of directors.

Debt Conversion

In connection with the private placement, Avenue Venture Opportunities Fund will convert $6 million of outstanding debt into 12,500,000 shares of Class A common stock (or pre-funded warrants in lieu thereof) and will receive Warrants to purchase up to 12,500,000 shares of Class A common stock (or pre-funded warrants in lieu thereof), and otherwise on the same terms as the other investors in the private placement, reducing the Company’s total debt obligations.

The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended, or any state or other applicable jurisdictions’ securities laws, and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. Concurrently with the execution of the securities purchase agreement, Rani Therapeutics and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the shares of Class A common stock and the Class A common stock issuable upon exercise of the pre-funded warrants and the Warrants, sold in the private placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Rani Therapeutics

Rani Therapeutics is a clinical-stage biotherapeutics company focused on advancing technologies to enable the development of orally administered biologics and drugs. Rani has developed the RaniPill® capsule, which is a novel, proprietary and patented platform technology, intended to replace subcutaneous injection or intravenous infusion of biologics and drugs with oral dosing. Rani has successfully conducted several preclinical and clinical studies to evaluate safety, tolerability and bioavailability using RaniPill® capsule technology.

Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding, among other things, the expected gross proceeds and closing date of the private placement financing, our belief that the successful capital raise reflects growing confidence and strong endorsement in our strategy, our expectation to be able to fund the Company’s operations into 2028, the intended use of the net proceeds from the private placement financing, ability to obtain stockholder approval for the warrants, our ability to receive of milestone payments under the Collaboration and License Agreement with Chugai Pharmaceuticals and the success of our collaboration with Chugai, our ability to repay the remaining principle of the debt obligation with Avenue, and our ability to develop a transformative oral therapy. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as “believe,” “potential,” “expect,” “may,” “could” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon Rani’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, risks and uncertainties associated with Rani’s business in general and the other risks described in Rani’s filings with the Securities and Exchange Commission, including Rani’s annual report on Form 10-K for the year ended December 31, 2024, and subsequent filings and reports by Rani. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. Rani undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Investor Contact:
investors@ranitherapeutics.com 

Media Contact:
media@ranitherapeutics.com 

FAQ

How much is Rani Therapeutics (RANI) raising in the October 2025 private placement?

Rani expects gross proceeds of approximately $60.3 million from the private placement.

What securities did RANI issue in the private placement on October 21, 2025?

Rani agreed to issue 42,633,337 shares at $0.48 and pre-funded warrants for up to 82,366,667 shares, each accompanied by warrants to purchase one share.

How does the RANI financing affect the company's cash runway?

The company says net proceeds plus a $10.0M upfront payment and an expected $18.0M milestone are expected to fund operations into 2028.

Will the accompanying warrants from Rani's private placement be exercisable immediately?

No; the accompanying warrants to purchase up to 125,000,004 shares are exercisable only upon stockholder approval and expire five years after initial exercise.

Did RANI convert any debt as part of the transaction?

Yes; Avenue Venture Opportunities Fund converted $6.0M of outstanding debt into 12,500,000 shares (or pre-funded warrants) and received related warrants.

Which investors led the RANI private placement and what governance rights were granted?

The financing was led by Samsara BioCapital with participation from Anomaly, RA Capital, Special Situations Funds, Invus and Mir Imran; Samsara and Anomaly each gain the right to designate one board member at closing.